On May 29, 2026, TopBuild Corp., a Delaware corporation (“TopBuild”), elected to exercise its optional redemption right to redeem the entire outstanding $400 million aggregate principal amount of its 3.625% Senior Notes due 2029 (the “Notes”), subject to the Approval Condition (as defined below), and instructed U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee under the indenture governing the Notes, to issue a conditional notice of redemption (the “Redemption Notice”) to registered holders of the Notes. The date fixed for the redemption of the Notes is July 1, 2026 (the “Redemption Date”). The Notes will be redeemed at a redemption price equal to 100.000% of the principal amount of the Notes plus accrued and unpaid interest on the Notes to, but excluding, the Redemption Date (the “Redemption Price”), subject to the receipt of the stockholder approvals required to consummate the proposed acquisition of TopBuild contemplated by the Agreement and Plan of Merger, dated as of April 18, 2026, by and among QXO, Inc., a Delaware corporation (“QXO”), Titanium MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO, Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO, and TopBuild (the “Approval Condition”). TopBuild’s obligation to redeem the Notes and pay the Redemption Price on the Redemption Date is subject to, and conditioned upon, the satisfaction or written waiver by TopBuild of the Approval Condition. The foregoing does not constitute a notice of redemption with respect to any of the Notes.
Cautionary Statement Regarding Forward-Looking Information
This communication contains forward-looking statements. Statements that are not historical facts, including statements about the redemption of the Notes on the Redemption Date and the proposed acquisition, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others: (i) the risk that the proposed acquisition of TopBuild may not be completed on the anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed acquisition or the Redemption Notice, including the risk that the required stockholder approvals may not be obtained; (iii) the effect of the pendency of the proposed acquisition on each of QXO’s and TopBuild’s business relationships with employees, customers, or suppliers, or on operating results or the businesses generally; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the acquisition agreement for TopBuild, including circumstances that require the payment of a termination fee; (v) the possibility that the proposed acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events, significant transaction costs or unknown liabilities; (vi) potential litigation and/or regulatory action relating to the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition may not be fully realized or may take longer to realize than expected; (viii) the impacts of legislative, regulatory, economic, competitive or technological changes; (ix) QXO’s ability to finance the proposed acquisition; (x) unknown liabilities and uncertainties regarding general economic, market sector, competitive, legal, regulatory, tax and geopolitical conditions; and (xi) those risks and uncertainties set forth in QXO’s and TopBuild’s filings with the Securities and Exchange Commission (the “SEC”), including each company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q, and a Registration Statement on Form S-4 filed by QXO with the SEC on May 18, 2026 in connection with the proposed transaction. Forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. Neither QXO nor TopBuild undertakes any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.
